Exhibit 10.9
LAURUS MASTER FUND, LTD.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
March , 2006
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Texaurus Energy, Inc.
0000 Xxxxxxxxxxxx, #000
Xxxxxxx, Xxxxx 00000
Attn: Chief Financial Officer
Re: Restricted Account: Account Number 000-000-0000, Account Name:
Texaurus Energy, Inc., maintained at North Fork Bank (the "Restricted
Account").
Reference is made to (i) that certain Securities Purchase Agreement, dated
as of the date hereof (as amended, modified or supplemented from time to time,
the "Purchase Agreement"), by and between Texaurus Energy, Inc., a Delaware
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and
(ii) that certain Restricted Account Agreement, dated as of the date hereof (as
amended, modified or supplemented from time to time, the "Restricted Account
Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank").
Capitalized terms used but not defined herein shall have the meanings ascribed
them in the Purchase Agreement or the Restricted Account Agreement, as
applicable. The Company is required to place $2,669,234.65 in the Restricted
Account, and, subject to the provisions of this letter, the Purchase Agreement
and any Related Agreement, maintain such amount in the Restricted Account for as
long as the Purchaser shall have any obligations owing by the Company to the
Purchaser and to assign the Restricted Account for the benefit of the Purchaser
as security for the performance of the Company's obligations to the Purchaser.
The Purchaser and the Company desire to clarify certain aspects regarding
the use of funds contained in the Restricted Account, and for good
consideration, the receipt and sufficiency of which is here acknowledged, the
Company and the Purchaser agree that the Company may request that the Purchaser
direct the Bank to release all or any portion of the amounts contained in the
Restricted Account following (or in connection with) the consummation of one or
more acquisitions by the Company of oil and gas assets . Such a release referred
to in the immediately preceding sentence shall be subject (in all respects) to
the Purchaser's evaluation of all factors that it considers (in its sole
discretion) relevant at the time of such requested release, including its
determination (i) of the relative benefit of such acquisition to the Company and
(ii) of the overall performance (financial or otherwise) of the Company at such
time. The Purchaser shall not be under any obligation to release any amount
pursuant to this paragraph and the release of such amounts shall be in the
Purchaser's sole and absolute discretion.
This letter may not be amended or waived except by an instrument in writing
signed by the Company and the Purchaser. This letter may be executed in any
number of counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
signature page of this letter by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof or thereof, as the case may
be. This letter shall be governed by, and construed in accordance with, the laws
of the State of New York. This letter sets forth the entire agreement between
the parties hereto as to the matters set forth herein and supersede all prior
communications, written or oral, with respect to the matters herein.
If the foregoing meets with your approval please signify your acceptance of
the terms hereof by signing below.
Signed,
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxxx Grin
--------------------------------
Name: Xxxxxx Grin
Title: Director
Agreed and Accepted this 23 day of March, 2006.
TEXAURUS ENERGY, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Director
